Corporate Governance

IIFL (India Infoline) is committed to placing the Investor First, by continuously striving to increase the efficiency of the operations as well as the systems and processes for use of corporate resources in such a way so as to maximize the value to the stakeholders. The Group aims at achieving not only the highest possible standards of legal and regulatory compliances, but also of effective management.

Boards and Committees

Mr. Nirmal Jain

Chairman, IIFL Holdings Limited

Mr. Nirmal Jain is the founder and Chairman of IIFL Holdings Limited. He is a PGDM (Post Graduate Diploma in Management) from IIM (Indian Institute of Management) Ahmedabad, a Chartered Accountant and a rank-holder Cost Accountant. His professional track record is equally outstanding. He started his career in 1989 with Hindustan Lever Limited, the Indian arm of Unilever. During his stint with Hindustan Lever, he handled a variety of responsibilities, including export and trading in agro-commodities. He contributed immensely towards the rapid and profitable growth of Hindustan Lever's commodity export business, which was then the nation's as well as the Company's top priority.
He founded Probity Research and Services Pvt. Ltd. (later re-christened India Infoline) in 1995; perhaps the first independent equity research Company in India. His work set new standards for equity research in India. Mr. Jain was one of the first entrepreneurs in India to seize the internet opportunity, with the launch of www.indiainfoline.com in 1999. Under his leadership, IIFL Holdings not only steered through the dotcom bust and one of the worst stock market downtrends but also grew from strength to strength.

Mr. R Venkataraman

Managing Director

Mr. R. Venkataraman is a Co-Promoter and the Managing Director of IIFL Holdings Limited. Before joining the Board of IIFL Holdings Limited in July 1999, he has held senior managerial positions in ICICI Limited, including ICICI Securities Limited, their investment banking joint venture with J P Morgan of US, BZW and Taib Capital Corporation Limited. He has also served as the Assistant Vice President of G E Capital Services India Limited in their private equity division and possesses diverse experience of more than 22 years in the financial services sector.
Mr. Venkataraman holds a Bachelor in Technology (B.Tech) in Electronics and Electrical Communications Engineering from the renowned Indian Institute of Technology (IIT), Kharagpur and a Post Graduate Diploma in Management from the Indian Institute of Management (IIM), Bangalore.

A K Purwar

Independent Director

Former Chairman, State Bank of India
Mr. Purwar was the Chairman of State Bank of India, the largest bank in the country from November 2002 to May 2006 and held several important and critical positions like Managing Director of State Bank of Patiala, Chief Executive Officer of the Tokyo branch, covering almost the entire range of commercial banking operations in his illustrious career at the bank from 1968 to 2006. He is currently the Chairman of IndiaVenture Advisors Private Limited, the equity fund sponsored by the Piramal Group and independent director in many listed companies in India including Engineers India Limited, Reliance Communications Limited, among others.

C Ratnaswami

Non-Executive Director

MD of Hamblin Watsa, subsidiary of Fairfax
Mr. Chandran Ratnaswami is a Managing Director of Hamblin Watsa Investment Counsel Limited, a wholly-owned investment management company of Fairfax Financial Holdings Limited, Canada. Mr. Ratnaswami serves on the Boards of ICICI Lombard General Insurance Company Limited and Fairbridge Capital in India, Ridley Inc. in the United States and Zoomermedia Limited in Toronto, Canada. He is also the Chairman of the Board of Trustees of Lansing United Church in Toronto, Canada.

Geeta Mathur

Independent Director

CFO of Helpage India
Geeta Mathur specializes in the area of project, corporate and structured finance, treasury, investor relations and strategic planning. She started her career with ICICI, where she worked for over 10 years in the field of project, corporate and structured finance as well as represented ICICI on the Board of reputed companies such as Eicher Motors, Siel Limited etc. She then worked in various capacities in large organizations such as IBM and Emaar MGF across areas of Corporate Finance, Treasury, Risk Management and Investor relations.
She is currently CFO of Helpage India, one of the largest and oldest NPO’s in India working for the cause of the elderly. Ms. Mathur is a certified Chartered Accountant.

Kranti Sinha

Independent Director

Former CEO of LIC Housing Finance
Mr. Kranti Sinha served as the Director and Chief Executive of LIC Housing Finance Limited from August 1998 to December 2002 and concurrently as the Managing Director of LICHFL Care Homes. He retired as the Executive Director of LIC.
He has also served as the Deputy President of the Governing Council of Insurance Institute of India and as a member of the Governing Council of National Insurance Academy, Pune apart from various other such bodies. He is also an independent director on the Board of Cinemax India Limited and Hindustan Motors Limited.

Nilesh Vikamsey

Independent Director

Senior Partner at Khimji Kunverji & Co
Mr. Nilesh Vikamsey is a Senior Partner at M/s Khimji Kunverji & Co., Chartered Accountants, a member firm of HLB International, a worldwide organisation of professional accounting firms and business advisers, ranked amongst the top 12 accounting groups globally.
Mr. Vikamsey is an elected member of the Central Council of Institute of Chartered Accountant of India (ICAI). He is also on the Board of a number of companies like Federal Bank Limited, and SBI Life Insurance Company Limited, among others.

S Narayan

Independent Director

Former Finance Secretary, Former Economic Advisor to Prime Minister
Dr. Narayan, IAS (Retd.), served the Government of India as Finance and Economic Affairs Secretary. He was also Secretary in the Departments of Revenue, Petroleum and Industrial Development. Retired as Economic Advisor to the Prime Minister of India, he has rich experience in implementation of economic policies and monitoring of the special economic agenda of the Cabinet on behalf of the Prime Minister`s Office. He is also on the Board of other public limited companies like Apollo Tyres Limited, Dabur India Limited and Godrej Properties Limited, among others.

The scope of the Audit Committee includes the references made under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as and applicable provisions of Companies Act, 2013.

The Audit Committee Comprises As Under

Mr. Kranti SinhaChairmanIndependent Director

Mr. Nilesh VikamseyMemberIndependent Director

Mr. R. VenkataramanMemberExecutive Director

Ms. Geeta MathurMemberIndependent Director

Terms of Reference of Audit Committee

Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

Approval of payment to statutory auditors for any other services rendered by the statutory auditors;Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-Section 3 of Section 134 of the Companies Act, 2013.

Changes, if any, in accounting policies and practices and reasons for the same Major accounting entries involving estimates based on the exercise of judgment by management Significant adjustments made in the financial statements arising out of audit findings Compliance with listing and other legal requirements relating to financial statements Disclosure of any related party transactions Qualifications in the draft audit report.

Reviewing, with the management, the quarterly financial statements before submission to the board for approval;Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; Review and monitor the auditor's independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions of the company with related parties;Scrutiny of inter-corporate loans and investments;Valuation of undertakings or assets of the company, wherever it is necessary;Evaluation of internal financial controls and risk management systems;Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;Discussion with internal auditors of any significant findings and follow up there on;Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;To review the functioning of the Whistle Blower mechanism.

Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Reviewing the following information:

Management discussion and analysis of financial condition and results of operations

Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

Management letters/letters of internal control weaknesses issued by the statutory auditors;

Internal audit reports relating to internal control weaknesses; and

The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

The scope of the Audit Committee includes the references made under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as and applicable provisions of Companies Act, 2013.

The Audit Committee Comprises As Under

Mr. Kranti SinhaChairmanIndependent Director

Mr. Nilesh VikamseyMemberIndependent Director

Mr. A. K. PurwarMemberIndependent Director

Terms of Reference of Audit Committee

Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

Approval of payment to statutory auditors for any other services rendered by the statutory auditors;Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-Section 3 of Section 134 of the Companies Act, 2013.

Changes, if any, in accounting policies and practices and reasons for the same Major accounting entries involving estimates based on the exercise of judgment by management Significant adjustments made in the financial statements arising out of audit findings Compliance with listing and other legal requirements relating to financial statements Disclosure of any related party transactions Qualifications in the draft audit report.

Reviewing, with the management, the quarterly financial statements before submission to the board for approval;Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; Review and monitor the auditor's independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions of the company with related parties;Scrutiny of inter-corporate loans and investments;Valuation of undertakings or assets of the company, wherever it is necessary;Evaluation of internal financial controls and risk management systems;Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;Discussion with internal auditors of any significant findings and follow up there on;Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;To review the functioning of the Whistle Blower mechanism.

Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Reviewing the following information:

Management discussion and analysis of financial condition and results of operations

Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

Management letters/letters of internal control weaknesses issued by the statutory auditors;

Internal audit reports relating to internal control weaknesses; and

The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

In compliance with the provision of section 178 of the Companies Act, 2013 and the Listing Agreements with the Stock Exchanges, the Board has renamed the existing “Share Transfer and Investor Grievance Committee” as the “Stakeholders’ Relationship Committee”.

The Stakeholders Relationship Committee comprises as under:

Mr. A. K. PurwarChairmanIndependent Director

Mr. Nirmal JainMemberExecutive Director

Mr. R. VenkataramanMemberExecutive Director

Terms of Reference of Stakeholders Relationship Committee

Approval of transfer/transmission of shares/debentures and such other securities as may be issued by the company from time to time; Approval to issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure.

Approval to issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities.

Approval to issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the company, subject to such approvals as may be required.

All other matters incidental or related to shares, debentures and other securities of the company.

In terms of Section 135 of the Companies Act, 2013 rules made there under, the Corporate Social Resposilibilty (CSR) Committee of the Board of Directors of the company was constituted on March 29, 2014.

The Corporate Social Responsibility (CSR) Committee comprises as under:

Mr. Nirmal JainChairmanExecutive Director

Mr. R. VenkataramanMemberExecutive Director

Mr. Nilesh VikamseyMemberExecutive Director

Terms of Reference of Corporate Social Responsibility Committee (CSR)

A To review the existing CSR Policy indicating activities to be undertaken as specified in Schedule VII of the Companies Act, 2013. The CSR policy of the company may be accessed on the website on the company at the link http://www.indiainfoline.com/aboutus/iifl-csr-policy To provide guidance on various CSR activities and to monitor the same.

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has constituted a Risk Management Committee on October 21, 2014 to oversee risk management function performed by the management, define and review the framework for identification, assessment, monitoring, mitigation and reporting of risks.

The Risk Management Committee comprises as under:

Mr. Nirmal JainChairmanExecutive Director

Mr. Arun Kumar PurwarMemberIndependent Director

Mr. Nilesh VikamseyMemberIndependent Director

Terms of Reference of Risk Management Committee

To monitor and review the risk management framework of the company; To oversee risk management process, systems and measures implemented to mitigate the same; and Any other matter as may be mandated/referred by the Authority/Board.